Consents and Conditions. (a) Seller shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Seller or any of its Subsidiaries to make any payment to obtain any such consent, approval or waiver or to give such notice, except as specifically provided in the Transition Agreements and except to the extent provided in Section 6.13(b); including any consents, approvals or waivers with respect to the assignment or conveyance of any of the Purchased Assets or Permits or to the extent the transactions contemplated by this Agreement constitute a “change in control” transaction under any Business Contract; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed and (iv) causing each Acquired Company which holds any assets which are Excluded Assets to transfer such assets to Seller or one of its Subsidiaries that is not an Acquired Company; and cause each Acquired Company which has any obligations constituting Excluded Liabilities to assign such obligations to Seller or one of its Subsidiaries that is not an Acquired Company, and Seller (or such other Subsidiary) will assume such Excluded Liabilities.
Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and comparable requirements in foreign jurisdictions) and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body vacated or reversed.
Consents and Conditions. From and after the date hereof and until the Closing, Purchaser hereby covenants and agrees that Purchaser will (a) cooperate in all respects with the Company (including, without limitation, by providing all necessary information concerning Purchaser for disclosure) in connection with any filing by the Company pursuant to the requirements, if applicable, of Rule 14f-1 under the Exchange Act and (b) use its commercially reasonable efforts (i) to obtain any required governmental consents to the Transactions contemplated hereby required to be obtained by it and (ii) to cause each of the conditions precedent set forth in Article VIII or IX to be satisfied.
Consents and Conditions. Buyer shall use its reasonable efforts to assist Seller in causing each of the conditions precedent to the obligations of Seller to be satisfied.
Consents and Conditions. From and after the date hereof and until the Closing, the Company hereby covenants and agrees that the Company will use its best commercially reasonable efforts (a) to obtain any required governmental consents to the Transactions contemplated hereby required to be so obtained by it, (b) to cause each of the conditions precedent set forth in Article VIII or IX to be satisfied, and (c) to comply with the requirements, if applicable, of Rule 14f-1 under the Exchange Act.
Consents and Conditions. (a) Seller shall take, or cause to be taken, all reasonable endeavors, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) obtaining all necessary consents, approvals or waivers from, engaging in any required consultation with, and giving any necessary notifications to, third parties (including works councils); (ii) making all registrations and filings with, and obtaining all necessary actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and the EC Regulation) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; (iii) responding to any information requests from the European Commission and/or the United States as soon as possible; and (iv) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed.
Consents and Conditions. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Seller in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to: (i) promptly obtaining all necessary consents, approvals or waivers from, and giving any necessary notifications to, third parties; provided, however, that such efforts shall not require Purchaser to make any payment to obtain any such consent, approval or waiver or to give such notice; (ii) promptly making all registrations and filings with, and obtaining all necessary or advisable actions or non-actions, waivers, consents and approvals from, all Governmental Bodies (including those in connection with the HSR Act and the EC Competition Regulation) and taking all steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Body; and (iii) defending any Legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any Order, stay or temporary restraining order or preliminary or permanent injunction entered by any Governmental Body or third party vacated or reversed. In furtherance of, and without in any way limiting, the foregoing, Purchaser shall use reasonable best efforts to
Consents and Conditions. The Company and the Primary Shareholders shall use their reasonable efforts to cause each of the conditions precedent to the obligations of the Strategic Investor contained in Section 10.1 to be satisfied, and the Strategic Investor shall use its reasonable efforts to cause each of the conditions precedent to the obligations of the Company contained in Section 10.2 to be satisfied. The Company shall, and shall cause each of the Company Subsidiaries to, and the Primary Shareholders and the Strategic Investor shall, (i) promptly take all such action as may be necessary, proper or advisable under applicable law for the consummation of the transactions contemplated in this Agreement, (ii) file and, if appropriate, use their or its reasonable efforts to have declared effective or approved all documents and notifications with, and to obtain any consents of, all governmental bodies or other third parties that they or it deem necessary or appropriate for the consummation of the transactions contemplated in this Agreement, and (iii) give the other party information requested by such other party pertaining to the Company, and the Company Subsidiaries and the Primary Shareholders, in the case of requests by the Strategic Investor, and the Strategic Investor, in the case of requests by the Company or the Primary Shareholders, which is reasonably necessary to enable such party or parties to take such actions and file in a timely manner all documents and notifications required to be filed under applicable law.
Consents and Conditions. The Inso Subs and the Company shall use their best efforts to obtain the consent of any third party or Governmental Authority that is required in order to prevent a default under, breach of, termination or modification of, or any acceleration of any obligations under any Permit or any Material Contract.
Consents and Conditions. Prior to the Closing, Seller will use its best efforts, at its own cost and expense, to seek to obtain any required stockholder, third-party and governmental consents to the transactions contemplated hereunder and to cause each of the conditions to the obligations of Buyer to close the transactions contemplated hereunder (as more particularly set forth in ARTICLE 10 hereof) to be satisfied. Buyer will, at Seller's expense, cooperate with Seller and take such action as Seller may reasonably request in connection with Seller's efforts to obtain any consent from any third party to the consummation of the transactions contemplated by this Agreement.
